Symphony of the Heart
by ArreClonClipo
Summary: Setting her sights on Equus as her next conquest, Maleficent, mistress of all evil, frees the dreaded king Sombra. Renewed and wielding a new power—and with a growing army of Heartless at his command— Sombra and Maleficent work to bring darkness to Equestria and eventually the whole world. But the ponies will not face this threat alone. MLP/KingdomHearts crossover.
1. Resurgence

The Brokenridge Mountains. A mountain chain situated on Equestria's wintry north, dividing the land of ponies from the territories of the yaks. Even then, in the afternoon, the dense layer of clouds that enveloped the sky allowed no rays of the sun to shine through. Blizzards and ice storms relentlessly pounded the frozen mountain peaks and released their deposits of ice and snow onto the land. Not many creatures could survive such inhospitable conditions.

Nevertheless, Maleficent's countenance was at ease, calm, even. The dark witch tested the air, her pale green fingers flexing, testing, reaching for something seen only by her. She closed her eyes and extended her senses, taking measure of the magical energies all around her.

How long she stood there, she did not know. But she was not in a hurry. She'd learned long ago that patience is a virtue, and a virtue that had served her well many times in the past.

Then she felt it. Darkness. A vile energy tinged with malice and cruelty, buried deep beneath the ice. Her eyes opened, the sorceress grinned and raised her staff, calling on her tremendous reserves of dark magic. The staff slammed into the ground, the earth shook, and the frozen rock beneath her parted violently, opening a ravine that the meager light of the sun could not breach.

She could feel the darkness now, stronger, rising from its prison and then, a dark cloud, almost palpable to the touch emerged from the ravine. From within the cloud—formless, a mass that writhed before her—two eyes opened.

"Sorceress," it rasped. "You have released me." It was a statement.

Maleficent grinned. "King Sombra, ruler of the Crystal Empire. I am Maleficent."

The shadowy mass blinked, taking in her words. "You... your presence... your magic... you are foreign to this world." Sombra said more to himself. "Why have you freed me?"

"A thousand years ago you were sealed away by the princesses of this land, were you not? I offer you a second chance. An opportunity to reclaim all that was lost to you."

Sombra grumbled, his eyes unblinking, never straying from Maleficent's. The strange being before him obviously held great power. He could feel her dark magic permeating the air around. Whatever reservations the fallen king may have had, the sorceress had sought him out. She could have destroyed him easily if she wished so, and there'd be little he could to to stop her in his weakened state. And so he found himself curious; intrigued at the sorceress' proposal. "And in return?"

"Your assistance," was the witch's sole reply. "But don't worry, great King. My terms are not steep. In fact I think you will find you stand much to gain."

"I'm listening."

Maleficent grinned. "Tell me, King Sombra, have you heard of the Heartless?"


	2. Outward Bound

In the Mysterious Tower, in its topmost floor, in the study of the great wizard Yen Sid, Sora and Kairi stood next to one another. Yen Sid had personally asked to speak with them. Not something out of the ordinary, but every time before, whenever the master wizard wanted a word with Sora, the young man was usually flanked by his good friends Donald, Goofy and recently, his wayward friend Riku. This time, however, Yen Sid asked for his and Kairi's presence alone. In private.

From the corner of his eye, Sora could see Kairi shifting her weight uneasily. Yen Sid's face, which seemed permanently set on a stern scowl and his piercing eyes often made her think she was in trouble, or did something to earn the wizard's ire. Of course, this was not the case, as Sora had previously reassured his friend. He had known Yen Sid longer than her and knew for a fact the aged master employed such a stare with most everyone who crossed his path.

Even so, he would be lying if he said he didn't share Kairi's sentiment, if only a little bit. What could the reason be for Yen Sid to talk to Kairi and him alone?

"Thank you for coming," Yen Sid acknowledged them, his voice grave, his speech slow, but no more so than usual. "I'm sure you are wondering why I asked to speak to the two of you alone." He stood from behind his desk. Its wooden frame looked older than Yen Sid himself. Sora mused the old wizard used some sort of preserving charm to keep it from buckling under its age and weight.

Kairi and Sora watched with rapt interest as Yen Sid moved to stand in front of them, and their postures unconsciously stiffened.

"Kairi," Yen Sid began, directing his stare at her, and Kairi had the fleeting urge to salute to attention.

"Y-yes, master?" The girl stammered involuntarily. Yen Sid must have sensed her uneasiness, for his countenance very gradually softened.

"Your friends have told me you wish to be included in their adventures, do you not?"

Kairi glanced at Sora, half-pouting in disapproval. He returned an uneasy smile. She looked back at Yen Sid, who waited patiently. "Yes, I do."

Yen Sid hummed and stroked his long beard. "Understandable." The old master was lost in thought for the span of several seconds, mulling over whatever wizards of his caliber did before focusing again on the two teenagers. "Kairi, I assume Sora and Riku have already advised you against this? Going from world to world, fighting the Heartless and those who control them is not a life suited for everyone."

Kairi couldn't help but sulk a bit. She'd heard this already from Sora and Riku. "With all due respect, master Yen Sid, I know the risks involved. I've already been caught up in them and despite what everyone else may think," she said and spared a brief, stern look at Sora. "I can learn to take care of myself. The Keyblade chose me, after all."

Yen Sid smiled. "Yes, it did certainly did. But conviction alone is not enough. If you are indeed to go with your friends on their next adventure, it is essential for you to learn to use the Keyblade."

Sora, who at this point had been looking on with interest, decided to speak up. "W-wait, wait, master," he said hastily, holding his hands up. "What are you saying? The Heartless, The Organization and now this Xehanort, not to mention Pete and Maleficent are still out there..."

Yen Sid considered this for a moment. "Yes, it's true. Since the start of your adventure, the dangers and the enemies of the Keybearers seem to have increased in strength and number. But what you must realize, Sora, is that Xehanort, in his attempt to recreate the X-blade, will likely go after Kairi and the other Princesses of Heart. From them, he hopes to use their light to craft the X-blade anew and bring his plans to completion. Despite your good intentions, it would be unwise for Kairi to stay behind. If you want her to remain safe... or as safe as she can be, it is necessary that she learns to utilize the Keyblade to its full potential. That is why I wanted to speak with the two of you. Sora," Yen Sid said, as serious as the teen had ever seen him. "You will oversee Kairi's training with the Keyblade. After all, who better to learn than from you?"

Yen Sid's words halted Sora, who had been gearing up to protest further. "Me? But master..." He avoided their eyes and unconsciously brought a hand to scratch the back of his head. "Why me? Wouldn't Riku be a better choice? H-he passed the Mark of Mastery exam and I..." He did not finish his sentence. The Mark of Mastery exam, those who successfully passed it could finally prove themselves to be official masters of the Keyblade. Sora had come close, so close but in the end, success eluded him and despite constant reassurance from his friends and King Mickey himself, his failure still dwelled in the back of his mind.

"True, you did not pass the Mark of Mastery exam." Yen Sid was nothing if not direct. "But be that as it may, it does not change the fact you are a fine warrior and a worthy wielder of the Keyblade—something you have proved many times over." He smiled again as Sora looked at him in surprise. "While it is true Riku passed the exam and he is a warrior in service to the light, his powers are steeped in darkness, and despite his skill, he would be an inadequate teacher for Kairi. As one of the seven Princesses of Heart, her heart is pure and completely devoid of the Darkness Riku employs. You, however, are well versed in using the light as an ally in combat, and so it falls to you to ensure Kairi can learn to harness the power within her."

"Hah! See, Sora, even master Yen Sid thinks it's a good idea."

"But, Kairi..."

"Sora, please," Kairi said. "The Keyblade chose me, just like you, and Riku too. What happens if the Heartless or the Organization show up when you're not here? Do you want them to take me?"

"Of course not!"

"Good, because I'm getting a little tired of always having to be rescued," she said with a little smile.

In spite of himself, Sora couldn't help but chuckle. "Come on, Kairi. That's only happened like two times."

"Still, two times too many. And look at it this way, if I can go with you guys, I won't have to stay behind every time you set off on an adventure. Or don't you want me around anymore?"

"Of course I do, Kairi."

"Then let me help. It would be nice to be included every once in a while. I can be a valuable member of the team, I know it."

"Well... I guess we'll need all the help we can get," Sora admitted grudgingly.

"So that's a yes?" Kairi asked eagerly, leaning forward, her fingers steepled and smiling hopefully.

"Uhh..." He looked to Yen Sid for help. The old master arched an eyebrow, not saying a word. "Yes," he admitted in defeat, shoulders slumping.

Kairi squealed in delight and embraced her friend in a full body hug. "Ooh, you don't know how happy I am to hear you say that."

Sora smiled ruefully. He'd be lying if he said he was completely onboard with this course of action. Still, Kairi had a point. She was one of his best and oldest friends and yet, despite wanting her to remain safe and away from the Heartless, the Nobodies and any of his, admittedly, many enemies, he couldn't deny he'd miss her should she stay behind and whatever reservations he may have had, he did enjoy seeing her so... happy.

"So it is decided," Yen Sid said. "Kairi, you shall accompany Sora to another world. In it, your training as a wielder of the Keyblade will begin. This is not an undertaking to take lightly. A warrior of the light must be committed to his or her course and treat it with the gravity it deserves."

Kairi released her vise-like hold on Sora and brought her full attention to Yen Sid. "I promise, master Yen Sid, I will do what I have to to become stronger," she said seriously.

Yen Sid gave an approving nod. "Sora, your friend has decided on her path. But the task of guiding her along this venture falls to you. Should your mind and your heart be anything but fully committed to the task at hand, Kairi will fail."

"I won't let that happen, master," he said immediately. He glanced briefly at Kairi, who smiled gratefully. "I'll make sure Kairi can hold up her own against the Heartless, the Nobodies, and whatever else we'll find waiting for us."

"Good," Yen Sid said, stroking his beard. "Time is of the essence, young warriors. If Kairi is to succeed in becoming an accomplished wielder of the Keyblade, her training must start immediately." Turning his attention to a spot on the floor in front of them all, Yen Sid waved his hand and with a flash of light, a round globe appeared. No, it wasn't a globe. It was a world, or at least, an illusion of one.

"Now Sora, your victories against the Heartless and the Nobodies have restored balance to the worlds. If you'll remember, back when you first started your journey, the worlds were separated from each other by barriers. Normally, it would be impossible to travel from one world to another, but the Heartless weakened these barriers and were able to slip through the dark corridors between worlds."

"Yeah," Sora said, nodding slowly. "But since we defeated Ansem—I mean... well, you know," Yen Sid nodded. "The barriers separating the worlds have been restored, haven't they?"

"You are correct. But remember that the Heartless are born of the darkness in people's hearts."

"And there is darkness in every heart," Sora finished.

Yen Sid smiled, pleased that the often absentminded teen had paid attention. "And while your efforts have prevented the Heartless from moving from world to world, they are a threat that can not be fully vanquished. So long as a flicker of darkness lingers on the heart of one of the world's inhabitants, the Heartless will eventually rise and attempt to devour as many hearts as they can."

"And the heart of the world too, right?" Sora asked grimly.

"Yes. This world I have selected will be a suitable one for Kairi to begin her journey. Until very recently, it has remained untouched by the Heartless. Its very heart is still vulnerable to their power. They will be searching for the keyhole, and through it, seek to consume the heart of the world. You must find the keyhole and seal it before the Heartless reach it, or else the world will be lost to them."

This was all Sora needed to hear. He remembered all too well what happened that night, when the Heartless first came to his island—when they consumed the heart of his world. He would not wish that fate on anyone. "You can count on me, master Yen Sid," Sora said, fully energized in the span of a second. His blood pumped, eager at the prospect to strike another blow against the Heartless and keep an innocent world from falling to their claws.

"And me too," Kairi said, more controlled than Sora, but her eyes belying a fiery determination. This was her chance—the opportunity to strike back at her tormentors. As one of the Princesses of Heart, the Heartless had an annoying ability to sense the light within her and on more than one occasion had shown up to try and take her heart for their own. And much to her frustration, she always had to rely on her friends protecting her whenever this occurred. It would be a saving grace for her, not to mention it would hopefully take some of the burden off her friends' shoulders that she be able to hold her own against the Heartless.

"Very well. Then you should leave as soon as you can. Take the time to inform your friends, if you wish and prepare accordingly." Yen Sid's gaze settled on Kairi. "Now, if you are to undertake this journey, you'll need appropriate clothes."

Kairi blinked in surprise. Never, for a million years would she imagine Yen Sid would be preoccupied with fashion. "What's wrong with my clothes?" She asked uncertainly, looking herself over. She rather liked her strapless mini-dress, with a black belt loop around her waist. A white top underneath protected her modesty.

Yen Sid frowned. No doubt the thought of commenting on the piece of clothing crossed his mind. "Like Sora, you will need special garments—infused with magical properties. They will surely prove useful on your journey." He directed their attention to one of the doors in his study. "Through there you'll find Flora, Fauna and Merryweather. Three good fairies who will be more than happy to craft your clothes."

Sora snickered.

"What's so funny?" Asked Kairi, looking at her friend in puzzlement.

Sora adopted a wide, toothy grin, hands clasped behind his head. Oh, nothing. You should probably go. Don't want to keep them waiting."

Kairi looked to Yen Sid. The wizard nodded, stretching an arm, signaling to go ahead. Kairi did so, and as she passed him, she could have sworn a momentary flicker of amusement crossed the old wizard's eyes.

* * *

"Gawrsh, Sora. This sounds like a really important job."

"Aw, how hard could it be?" Donald asked. " All they'll be doing is knocking around Heartless."

Goofy chuckled. "That's true. And we can do that in our sleep."

"Hmm. Maaaybe," Sora mused. The spiky haired teen leaned back on the Mysterious Tower's outer walls, arms crossed and an unusually introspective look on his face. "I guess if we can be done quick, the sooner we can get to the front lines. I only wonder if Kairi's up to it."

"Of course she is," Riku said dismissively, lying down on the soft grass on the small, knolly plain where the tower stood. "Did you already forget? She was handy with that Keyblade on the Organization's world. You shouldn't underestimate her, Sora," he added almost as an afterthought.

"It's not that," he said hastily. "It's just that after everything that's happened, maybe it's not a good idea for Kairi to be exposed to any more danger than she needs to."

"Aw, phooey," Donald said. "Stop worrying so much. If master Yen Sid says she needs to learn to use the Keyblade, then show her how."

"Yeah," Goofy agreed. "Besides, it would be good to have all the help we can get once Xio... Zea..."

"Xehanort!" Donald quacked impatiently.

"Once Xehanort decides to show up," Goofy finished triumphantly.

"Yeah. Yeah..." Sora muttered, his mind clearly elsewhere. "But... do you think she'll be any good with a Keyblade?"

Riku snorted. "Come on. If a loser like you can manage to swing it around this long without being taken by the Heartless, Kairi will pick it up quick." He looked to Sora, a smirk on his face, but it fell as soon as he registered the hurt flash in his eyes. "H-hey, come on," Riku said, rising to his feet in a hasty attempt to salvage the situation. "I didn't mean it like that, Sora I just..." He trailed off lamely. He and Sora engaged in so much good natured ribbing that they both knew better than to take the other seriously.

"Yeah, I know," Sora replied, ducking his head, not meeting Riku's eyes.

"Don't be like that. You know I wouldn't have anyone else but you have my back in a fight."

"Yeah, that goes double for us!" where not a second before Sora was facing Riku, Donald had jumped across the older teen's back, causing him to double over with a strangled grunt as the duck's weight settled on his shoulders.

"A-hyuck, you said it, Donald," Goofy said, cheerfully agreeing. "Although... I sure wouldn't mind having the King with me on a fight."

"Or master Yen Sid," Donald added thoughtfully.

"And Leon, too."

"Don't forget Cloud."

"All right, guys, he gets it," Riku cut in, shaking off Donald from his back. "I guess what we're all trying to say is you shouldn't worry too much about passing some obscure exam. As far as I'm concerned, one Sora is worth ten Keybearers," the silver haired teen said boastfully. Donald and Goofy voiced their agreement.

Sora chuckled, appreciative of what his friends were trying to do. "You know, you guys are right. I shouldn't let this get me down. I may not have passed the Mark of Mastery exam on my first try, so I'll just have to get better enough to pass."

"And that's the Sora we all know and, uh, like, I guess," Riku said with a smile. Donald and Goofy snickered.

The doors to the tower opened, drawing their attention. Down the steps marched Kairi, who made a beeline for Sora.

"Ow!"

Sora exclaimed as Kairi flicked him on the nose. "Very funny, Sora," she said flatly.

"So I guess you met the fairies, huh? Nice duds," he complimented with a wide smile.

Kairi sighed, smiling in spite of herself. "Thanks. Do you like them?" She asked and half turned, inspecting her new outfit with a critical eye. Where the clothes Flora, Fauna and Merryweather had made for Sora came almost all in black, Kairi's were on the other end of the spectrum.

Sora cupped his chin, adopting a searching frown and making a show of inspecting Kairi's outfit. "Yep. It'll do," he said at last, causing Kairi to giggle.

"So what do you guys think?" She asked Riku, Donald and Goofy, who voiced various approvals.

"Well, at least you look the part of a Keybearer. Now we just have to make you one," Sora said.

"Sora already gave us the news," Riku said, answering Kairi's unasked question. "Your first adventure as the wielder of the Keyblade, huh? Yeah, I remember my first time," he said fondly.

"You mean when you were one of Maleficent's flunkies?" Sora asked with a smirk.

"Temporary flunkie," Riku said, waving a hand dismissively. "I came around eventually, didn't I?"

"Only after Sora beat some sense into you," Kairi added, a mirthful lilt to her voice.

"Oh, Kairi, that reminds me," Riku said abruptly. "You and Sor are gonna be by yourselves, right? Do you know some defensive magic, at least?"

Kairi smiled. "Well, actually…" the newest Keybearer raised her hand to the moonlit sky, four pairs of eyes following. A second later, from Kairi's palm shot out a luminescent sphere of white light, enveloped in a translucent, bubble like coating.

Donald and Goofy wowed in amazement and Riku's eyebrows tilted in approval. Sora whistled in appreciation. He'd seen this before—a magic that so far only King Mickey and his queen employed against the Heartless. Lowering her hand, Kairi's conjured Pearl followed a path, weaving around the gathered friends in an attempt to seek out an enemy. It eventually dissipated after several seconds.

"Not bad, not bad at all," Riku complimented while Donald and Goofy clapped. "When did you learn this?"

"Remember when we stayed a few days in Disney Castle? Queen Minnie showed me, though hers is twice as big and strong than mine. She also taught me a few meditative exercises. She said they would help me connect with my inner light."

"Oh, yeah, she told me something similar," Sora mused. "It's supposed to help you harness your power, right?"

"That's right. When did she tell you this?" Kairi asked.

"Back when we visited Disney Castle for the first time. I think I told you about it, didn't I? Maleficent tried to take over the castle. Donald and Goofy went off to warn everyone about the Heartless and I had to escort the queen to the throne room. You wouldn't know it by looking at her, but she can cast some pretty strong magic," Sora said, remembering how, despite not exactly being adept in combat, Minnie's spells helped turn the tide against the swarms of Heartless that bore down on the two of them.

"That's the queen alright," Goofy said. "And she learned that from the king, and he learned it from Yen Sid."

"Wow," Kairi,said softly. "And... do you think I'll be able to do this too?"

Goofy nodded immediately. "I'm sure of it. The queen must have thought you have what it takes."

"But remember," Donald warned. "Your magic is only as good as the time and effort you put into it. You must practice daily if you want to get as good as the queen?"

Kairi chuckled ruefully. "Heh. And here I thought you guys made it look easy," she said, rubbing the back of her head.

"Oh, it's easy now," Riku said. "But that's because we've had years to refine our spells."

"That's right," Sora said. "I remember I had a hard time way back when Donald tried teaching me my first spell."

"You can say that again," the duck said sullenly. "I might have been trying to teach a rock, for all the time it took."

"Point is, as I got better at it, the easier it became. It's the same with fighting the Heartless. The beginning's always the hard part. Still, let's take it one step at a time. Yen Sid said we need to prepare to leave as soon as possible."

"Ooh, are we using the Gummy ship?" Kairi asked hopefully.

Sora nodded. "Yep. And I should go and start getting it ready for liftoff." He promptly turned and took two steps before doubling back. "Oh, I almost forgot. Get what you'll need, but pack lightly. I'll meet you at the ship in twenty." He promptly ran off without another word.

"Same old Sora," mused Kairi. "Never settles down."

"This is really happening then?" Riku said quietly. "Who would have thought our little Kairi would get her own Keyblade one day? So much for heading off on a raft…"

"Well, you always said you wanted to visit new places," Kairi said. "You got your wish, didn't you?"

Riku smiled. "And then some." He regarded Kairi thoughtfully before asking, "Are you sure you're up for this?"

"Why wouldn't I be? You guys did pretty good for yourselves."

"True," he said slowly. He and Sora had come a long way since their days of playing around on an island. They'd borne witness to many wondrous and amazing spectacles that they never would have been able to see in their home. Their friendship, through all the trials and tribulations it endured, was now stronger than ever and they'd forged many new ones that would last a lifetime.

But still, their adventures were not without their dangers. In a valiant effort to rescue Kairi, Sora willingly gave up his heart and in turn became a Heartless. Had it not been for Kairi's timely intervention and pulled him back from the dark abyss he fell into, Sora would not be here with them right now. And the Organization manipulated his memories in an attempt to take control of Sora's power. His memories fragmented, Sora had to be put to sleep for two years while his memories were repaired and even then, the Organization did not leave well enough alone and Sora came close to never waking again.

And Riku himself was possessed by 'Ansem', almost losing his body to the vile Heartless and when he and Sora closed the door to Kingdom Hearts, Riku stayed behind in the Realm of Darkness. These were but a fraction of the many instances where both friends' lives were put in danger. Truth be told, Riku was amazed he and Sora managed to get through all this alive and whole.

And Kairi now wanted to be included in their adventures. Riku couldn't deny the idea worried him. Then again, he and Sora were particularly protective of Kairi. He'd know her for half his life, and along with Sora, she was one of his best friends. He's daresay he even saw her a something of a little sister, and despite the fact he'd expressed his worries to Kairi in the past, this decision—to become a keybearer—was hers to decide and he'd respect her choice.

"Kairi," Riku said as the young girl made for the tower to collect her things.

"Hm?"

"Be careful out there."

"I will, Riku." Her friend nodded, extending a small smile which Kairi returned. She appreciated his concern for her, and even more so that he consented to her chosen path.

Kairi then headed back to the tower, its halls empty save for the occasional enchanted broom that tirelessly worked to keep up Yen Sid's tower. She entered the room she'd been staying the last few days and collected a few possessions she'd like to bring along on her journey. Part of her was excited at the prospect. If someone had told her a couple of years ago that beyond her home of Destiny Islands lay countless worlds waiting to be discovered, she wouldn't have believed it, and after hearing her friends' fantastical tales of their adventures, a sense of wanderlust formed within her. Small, but there.

Of course, this would be no vacation. Kairi knew all too well what was at stake. Through Xehanort's design, the enemies of the keybearers had been mobilizing to execute the fallen master's plan—to reforge the X-blade and begin the second Keyblade War.

Not for the first time she wondered how her friends did it. How they shouldered the burden of not one, but countless worlds on their shoulders. She dispelled these notions. They would be no use to her now. She did not know what the future would bring, but despite it all, Kairi was grateful to have Sora to help her see it through.


	3. Rout

In the stillness of deep space, a wormhole opened and out of it emerged the Gummy ship. The space craft wobbled momentarily as it adjusted from going thousands of miles an hour to fifty in a split second.

"Ohh, I don't feel too good," Kairi moaned, hunched over the co-pilot's seat and both arms wrapped around her abdomen.

Sora patted his friend on the back, chuckling sheepishly. "Yeah, sorry. I forgot to warn you, but warp speed can make you a bit nauseous the first few times." Kairi said nothing, eyeing Sora with a sullen frown. "Hey, you took it better than I did, at least. My first time I threw up all over the control panel."

Kairi arched an eyebrow. "Really?"

"Yep," Sora nodded wistfully. "Donald pretty much lost it and tried to clobber me with his staff. I spent the next week using my toothbrush trying to get in between those buttons," he muttered more to himself, memories of him hunched over, painstakingly scrubbing in between the numerous, neverending and small buttons resurfaced on the back of his mind. "So… many… buttons…"

"Sora?" Kairi asked uncertainly. When the spiky haired teed didn't answer, Kairi lightly pinched his arm. "Are you okay?" She asked as Sora stated in surprise.

"Uh… yeah, yeah," he said hastily. "Here. Just let me…" He steered the ship and Kairi could barely feel the minute vibrations of the engines. She thought her friends were pulling her leg when they told her the ship was made almost entirely of gummies and the first time she boarded it to travel to Yen Sid's Mysterious Tower, a part of her was worried the gummy portion of the ship would melt away and they'd be stuck in deep space. It wasn't like that, obviously, as the ship proved more than safe.

"And here we are," Sora said. Kairi looked to him. A wide, toothy grin split his face as he stared out at the new world and Kairi's gaze followed suit.

A beautiful world, in her opinion, but then again, they all did have a certain beauty and majesty to them when viewed from space. Lush, fertile valleys, mountain ranges, tundras, deserts and forests could be seen peeking behind the cotton-like blanket of clouds that encircled the world.

"Are we going now?" Kairi asked eagerly.

Sora did not immediately answer, in the process of pushing some buttons and pulling a number of levers. "Not just yet," he said.

Kairi's attention was then diverted to the control screen where a new message appeared, saying 'Scanning in Progress'

"What's that for?" Kairi asked curiously. "Can't we just go in?"

"Well we could," Sora said as he leaned back on his seat. "But it's probably not a good idea. It's a new world, Kairi, so we don't know what's going on down there. I mean, for all we know, we could be landing in a warzone, or a palace or right in the middle of a town. And as keybearers, we're forbidden from messing with the world order. No one can know we're from another world, and we can't mess around with issues that are not related to our mission."

"So what are you saying? We can't talk to anybody while we're down there?"

"No, we can talk. We just can't let on that we're not from around here. I know, rules and all." He rolled his eyes good naturedly. "I'm not sure I fully understand it all, but the King and Yen Sid insist on it, so you know it's for a good reason."

"I guess," Kairi conceded. "And how long will it take before the scanning's complete?"

"About an hour or two. Give or take. Goofy, Donald and I usually go in where the ship picks up the most Heartless activity." He then stood from the captain's chair and stretched. "Well, I dunno about you, but I could go for some food right about now. You hungry?"

Kairi considered this. On one hand, the trip via warp speed proved rougher than expected, but now that it ceased, the queasiness in her stomach quickly receded, only to be replaced by some faint hunger pangs. In all the excitement, she'd forgotten to eat lunch and now her stomach voiced its disapproval at this course of action. "Sure, I could eat. Ohh, I wish I'd taken a shower before leaving, though."

"So take one," Sora said simply. He elaborated when Kairi looked at him questioningly. "Well, since we travel so much, Goofy, Donald and I pooled our money and got the ship some upgrades. Come here, I'll show you." He took Kairi by the hand and led her into the small elevator at the opposite end of the ship's control center and pressed the button labeled 'Living Quarters'.

They exited a fairly small, narrow hallway with five sets of doors. Two on either side and one at the end.

"See? Here we are," Sora said as he opened the door at the end. Kairi was appalled.

"It's a mess!" And a mess it was. Towels lay haphazardly, on the curtain rack, stuffed in the sink and wedged in a cabinet that has clearly been forced closed. Dried, muddy footprints—thankfully faint—dotted the floor, in the shape of duck feet and two sets of shoes. Bottles of shampoo, tissue paper and other amenities overflowed from the wastebasket while discarded cartons of soap, toothpaste and more than a few feathers littered the floor. Kairi stepped gingerly over the chaos, aghast. She caught her reflection on the mirror above the sink, making out little more than an oddly shaped blob. So smudged with dried water it was that it looked like it had never been clean. The toilet, thankfully, seemed to have escaped any neglect, though Kairi did notice the seat had been left up.

"How do you guys live like this?" Kairi asked in horror as she held up a slightly stiff towel with the word 'Sora' spray painted on.

Sora chuckled weakly, having enough sense to look ashamed. "Well, we don't spend that much time on the ship. A-and we're usually tired from fighting and there's other things we need to get to and…" he trailed off lamely.

"You think this is bad, you should see my room," Sora said in a desperate attempt to lighten the mood.

Kairi shot him a deadpan look and shook her head. "Boys..." She huffed.

* * *

Luna stormed out of yet another house in an angry huff, very nearly slamming the door off its hinges. No bodies, no trace of survivors, not even a clue as to the identity of Trenthoof's attackers. The rest of the search party fared little better.

Armed guards, wary and standing at attention, flanked her and the hoofful of royal professors and scholars, vigilant of any threats that may rise. Just as Celestia had said, no trace of anypony remained. No physical trace at least.

The unicorns among them—those particularly attuned to the ambient magic around them—reported feeling... something. Luna felt it as well. An oily haze, faint, that dulled their senses. Traces of the monsters responsible for this. It encircled the small town, and nowhere else.

Luna warned her guards to remain on alert, for though these creatures were not visible, their presence could be clearly felt. The longer they remained, the stronger it became—even to the point where everypony could feel it.

A squadron of the guard sounded the alarm. Luna galloped to the spot where she saw a cluster of her ponies facing a spot in the ground.

They dispersed to let her through and Luna could see just what it was that drew their attention.

A dark blob, a shadow without visible source writhed on the grass until it took on a shape. And in an act that stunned everypony around, the shadow then rose out of the ground, its body turning three dimensional, with but two beady yellow eyes.

Seconds passed as everypony took in the bizarre sight before them. The creature twitched and jerked erratically, as though unable to stand still for even a moment. Two antenna like protrusions emerged out the top of its round head and save for its round, pupiless yellow eyes, its body lacked any semblance of color.

Ponies cried out in alarm as three more of the creatures—these Shadows—emerged around their brethren, and hastily backed away.

"Hold, everypony! Do not allow these creatures to intimidate you." Luna's commanding tone settled the batponies, who at this point drew their weapons. Swords unsheathed, spears lowered, crossbows were pulled taut and horns glowed as everypony prepared to strike down the

Shadows at their princess' command.

"Vile creatures, this is your only warning. Stand down and surrender yourselves, lest you face destruction at our hooves!"

The Shadows lunged, three-clawed hands ready to tear into the ponies, who were more than prepared for their assault. At least a half dozen weapons struck the Shadows, who were defeated immediately and more than one pony gasped as their forms dissolved into nothingness, leaving no trace of their existence.

The guards muttered amongst themselves, baffled at the scene that just transpired. Luna frowned. She'd been absolutely certain the Shadows were responsible for the destruction of Trenthoof and yet, they proved surprisingly poor opponents.

But their victory was short lived, for that haze they all felt before—that darkness-came back in full force. The ponies cried out in alarm and scrambled to reposition their formation as Shadows emerged all around them.

Princess Luna strode forward, head held high and posture radiating confidence. "Stand your ground, all of you, and rally behind me! We shall smite these creatures back to the foul pits from whence they came!"

Princess Luna's rallying cry, made all the more prominent by use of the Royal Canterlot Voice, echoed across the unlikely battlefield. The ponies, composed but tense, readied their weapons, warily eyeing the Shadows all around them. At least two dozen of the creatures, identical in every way, pounced as one.

Luna's horn lit with power. The princess channeled her magic to its very tip from where an orb, whitish blue in color, steadily grew in size. The smell of ozone filled the night air as the moon princess released her charged spell. Tendrils of lightning sprung from her horn, instantly annihilating a dozen Shadows.

The guard ponies charged forward, meeting the Shadows' own. They were weak opponents, and lacked any semblance of strategy or teamwork. The Shadows' tactics consisted of nothing more than quick lunges, poised to scratch with their claws and maybe one or two would opt to jump and descend on a hapless pony.

Despite the ponies' training, a number of Shadows managed to land hits, but these were few and far in between as the mindless monsters did not possess a semblance of strategy and many of their claws bounced off the guards' enchanted armor.

One after another, the Shadows were struck down until eventually, none remained standing. A collective sigh of relief spread across the Lunar Guard.

Most ponies remained unharmed, though a few sported bleeding cuts from where the Shadows' attacks hit their mark.

Princess Luna inspected the battlefield, still wary. They'd beaten back the monsters, just as she expected and yet, the brief skirmish had proven a bit too easy.

"Enemies incoming!" yelled a bat pony.

All eyes turned, measuring this new threat. Eight new creatures, clad almost entirely in armor, marched onward. Their body structure appeared simian; brute creatures as tall as Luna and twice as massive, their hulking arms almost comically disproportioned to their smaller legs, but this is not what unnerved the ponies. Each of the brutes carried a single shield from which protruded the face of a canine animal possessing three eyes. The faces' ears twitched, they growled and bared their fangs as the stalwart brutes lumbered forward.

Luna was the first to recover. "Insidious louts! You shall join your brethren in Tartarus!" The princess' head lowered, her magic flared, blasting the monsters with conjured bolts of lightning. But these enemies would prove more formidable than the Shadows.

Luna's barrage of lightning ended. The moon princess looked upwards, expecting her foes to be vanquished. "Impossible," she whispered in horror.

The brutes still advanced, seemingly unbothered by the torrential magic the princess had unleashed on them. Only their slightly charred shields indicated they'd indeed withstood the blast. Throughout this, the brutes—the Defenders—remained stoic, uttering nary a sound save for that of their footsteps and the snarls and growls of their unnatural shields.

Snarling, Luna called on her inner power. Pure, raw magic swirled like a vortex from her horn, but Luna's control over it was absolute, shaping it, molding it into a blade of pure energy. "Everypony with me! We shall meet these creatures head on! For Equestria!"

"For Equestria!" Following in their princess' wake, the ponies rallied and charged at the Defenders, weapons ready to strike, but they were not prepared for what happened next.

The heads on the Defenders' shields snarled, their eyes glowed a vivid orange and from their maws they expelled a series of fireballs that homed in to the charging ponies.

Not prepared for this, the guards broke rank, scattering from their organized assault as they hastily turned their charge into an attempt to avoid the flames. Most ponies were quick to dodge, but an unfortunate few caught the blast head on and were instantly set ablaze.

Though the princess nor her ponies knew this, the enemies they now faced were commonly known as Heartless and true to their name, they were creatures without hearts. A threat capable of consuming entire worlds, Heartless were not to be taken lightly, for though the princess and her guards had managed to dispose of a number of them, those very same Heartless had not been fully vanquished.

The felled Shadows had been only momentarily stalled, for though their corporeal forms were destroyed, the captured hearts from which they drew power remained intact. Only the rage of the Keyblade could release the captured hearts and truly destroy the Heartless.

All around the battlefield, the Shadows rose anew and pounced on the unprepared ponies. The scattered guards were overwhelmed. Broken from their formation, the Shadows were quick to surround them, and though they proved no more formidable than before, their greater numbers helped turn the tide to their advantage.

The ponies fought valiantly but the Shadows knew no fear—save for that of the Keyblade—and wave after wave overcame the ponies. Luna watched in horror as several guards were consumed, their bodies dissolving into nothingness, hearts claimed by the Shadows and becoming Heartless in turn.

Luna bared her teeth, snorting in fury. The sight of her loyal troops cannibalized by the Heartless to bolster their numbers repulsed her, knowing the ponies who stood beside her not moments ago were now enemies—enemies that would need to be destroyed.

The moon princess unfurled her wings and took to the skies, faster than the Heartless could react. As much as Luna would like to avenge her fallen troops, she knew she and her forces would have to retreat. The creatures couldn't be killed by conventional means, and the longer this battle was drawn out, the more of her troops fell, in turn bolstering the number of Heartless.

No, in order to preserve the lives of her ponies, they would need to retreat and live to fight another day. They would need time to devise a way to fell the Heartless permanently. She would then take great pleasure in exacting vengeance. But before any of that, they would need to capture a live specimen, to better understand them and their weaknesses.

"Captain Dewfrost, sound the retreat," Luna ordered her second in command.

The captain and her squad of bat ponies had been harassing the Heartless from the air, swiping at them with weapons, hooves or bombs that exploded in lightning bolts.

"At once, Princess," Dewfrost saluted and from her saddlebag drew a small horn that she blew with all her might. "Pull back, everypony. Pull back! Wind Runner, Sablemane, take two squadrons and protect the ground troops from the air. Cover their retreat and keep the monsters busy," Dewfrost ordered two nearby ponies, who acknowledged her orders and organized the bat ponies to provide cover for the ground troops' retreat.

"Princess, what will you…" Dewfrost began to say, but paused as she registered that Luna readied to launch yet another attack. The princess' horn sparked and crackled as midnight blue lightning bolts cracked from the sphere at the tip of her horn. With a mighty battle cry, Luna let loose the massive spell. Dewfrost had to shield her eyes as blazing bolts of electricity lit up the night, descending without mercy on the unsuspecting Heartless.

The bolts arced from the point of origin, splitting into dozens of smaller but no less powerful tendrils as they neared the Heartless. Countless Shadows were vaporized under the sheer heat of the lightning bolts, as were most Defenders, caught unawares by the surprise attack.

Princess Luna breathed heavily as she recovered, the toll of such an intensely powerful spell having drained a good portion of her magic. She knew it was but a matter of time before the monsters reclaimed their physical forms. Even there, high in the air, she could still sense their foul presence. Still, her actions worked in providing her ponies a much needed respite from the creatures' assault.

Luna surveyed the area. More than a few of her lightning bolts had struck the nearby houses, igniting the wooden frames, and setting them ablaze and quickly enough, the smell of acrid smoke enveloped the area. But this was not what she looked for. Her eyes roved over the terrain until they came across a Shadow. The Heartless lay on the ground, clearly stunned and twitching, obviously having been struck by her attack. Not so much so that its physical form dissolved, but enough to stun it. Luna tucked in her wings and dived, landing atop the felled Heartless. Her magic flared to life again and the Shadow's body levitated off the ground. Luna then conjured a magical sphere to imprison the unwitting Heartless. She was confident it wouldn't be able to escape the numerous protections she'd placed on the sphere.

With the Heartless in tow, Luna took to the skies once more, the sphere held in a magical grasp. She hoofed it over to captain Dewfrost, under orders to return the Shadow unharmed. With any luck, it would provide some answers and a way to vanquish the Shadows and their ilk for good.

Luna watched with satisfaction as Dewfrost took off, securing the her prize. Things seemed to be going according to plan. Most of the Heartless had been vaporized by her attack, though several Shadows and a hooffull of the Defenders remained. The lumbering brutes turned their sights on her, recognizing her as the greater threat. The cursed lupine faces on those unnaturally resistant shield of thiers bared their fangs, growling, and let loose with a number of fireballs that homed in on her position. With a sneer, Luna sent strong but compact bolts of magic to intercept the fiery projectiles, which snuffed out pitifully under her superior magic.

Yes, her ponies' retreat was unfurling as planned. She could still feel the Heartless' presence all around her, and any second now they would reappear. What Luna didn't plan on was for the fell creatures to materialize in midair.

Several dark voids came to being out of thin air, made of the foulest darkness and when dissipated, revealed a new enemy altogether. Flying creatures, scaled and possessing two clawed feet. Their bodies were vaguely draconic in nature and their forearms long since morphed into a set of wings. The Wyverns dived in for the kill. Luna managed to blast one of them with a powerful beam of magic, but even as it vaporized under her attack, the remaining Wyverns were too fast.

The first of the winged beasts barreled into her side, its hard, pointed snout striking painfully against her ribs. Luna gasped, but before she could recover and launch a strike of her own, she felt powerful, taloned feet claw at her back, slicing the tender skin of her wing joints. Luna's wings beat erratically, trying to retain control of her flight, but the Wyverns were nothing if not relentless. They swarmed the struggling princess, mercilessly using their hard bodies and sharp talons to slam against and slash away at her.

Luna fell under the combined assault, her body crashing hard against the ground. One of her wings was bent at an odd angle, clearly broken and it was all she could do to not scream in pain. The Wyverns descended as one, poised to finish off their prey, but Luna still had some fight left in her. Marshaling her reserves of magic, the princess sent a volley of compressed but powerful bolts of magic. Even under the pain she now felt her accuracy remained sharp as ever. Each of the Wyverns found themselves with a narrow hole burning clean through their body. They halted their assault, looking down at their chests in what was undoubtedly pure surprise before their bodies burst and dissolved into nothingness.

Luna smiled, snorting in satisfaction. Wincing, she struggled to her hooves. The damage was not as bad as she initially thought. Her wings were useless now, the tender, sensitive skin in her joints having been torn. She gingerly tried moving them, but found they felt stiff. Her ribs ached, but clearly remained unbroken and several cuts spread throughout her body now bled. All in all, it could be worse.

But the princess was offered no respite, for three fireballs slammed against her side. This time, Luna couldn't hold back the scream of pain as the searing heat burnt off a large patch of her fur, sending her stumbling. The Defenders lumbered forward, the hellish faces on their shields salivating, snapping their jaws, eager to tear into her flesh.

"Everypony, protect the princess!"

A squad of pegasi entered the fray, stomping the heads of the clumsy Defenders with armored hooves, dazing the lumbering brutes. Captain Dewfrost emerged from the swarming pegasi, landing besides Luna and attempting to help her back to her hooves.

"Quickly, princess. We must get you out of here," Dewfrost urged carefully but firmly pulling the princess to a standing position.

"Thank you, captain," Luna said gratefully. "But I am afraid my wings are too damaged to fly away."

Dewfrost frowned. Her gaze trailed to the pegasi circling above, forming a protective shield around the two of them. The mare signaled four of them and the ponies broke rank, landing beside the duo. "Your princess requires your assistance," Dewfrost said imperiously. "Take her back to the castle. Let no further harm come to her, understand?"

The ponies saluted and chorused, "Yes, ma'am!" They hefted the princess in their hooves, and though it chafed Luna's pride to be carried away like a pampered little filly, she knew this was not the time to raise any objections.

"Thank you, everypony," Luna said softly as the four bat ponies hefted her in their hooves and carried off the blazing remains of Trenthoof. As the ponies carrying her put distance between them and the town, Luna could see the remaining bat ponies stayed behind, flanking her escort.

More Heartless emerged from the darkness. Wyverns, Defenders and Shadows alike. The ponies bravely dived in, fighting off the vile creatures, but it was in vain. Heartless fell due to the ponies' superior teamwork and ability to work as a cohesive unit, but the Heartless' numbers were too great. Like a tidal wave, they overcame the ponies. Defenders smashed their shields, fireballs were spat out, Shadows flanked and ambushed the ponies, Wyverns tackled and shredded with their talons. One by one, the ponies fell, their hearts claimed by the Heartless and becoming Heartless in turn.

Luna watched on, unable to do anything as her brave ponies were consumed by the fell creatures. Their sacrifice enabled her and the ponies carrying her to make a speedy getaway, but even then, her losses were far too great.

How could she face her sister now? What would she say to the families of the ponies who perished this day? That they became cursed and corrupted, mindless creatures who now served dark forces beyond her comprehension? And what of her kingdom, how would they defend themselves against this new threat? Sure, they now held a Shadow captive. Luna could only hope they would be able to devise a way to truly extinguish this new infestation before it got out of control.

These thoughts and more rushed through her head, but the exhaustion that coursed through her body, coupled with the blood loss, eventually caused her vision to go dark.

* * *

"That can't be right," Sora muttered as he stared at the screen before him.

"What can't be right?" Kairi asked, stepping out the small elevator and entering the control room, garbed in a fluffy pink bathrobe, with fuzzy bunny slippers to match and a towel of the same material and color curled atop her head.

"Wha… where did you get that?" Sora asked, appalled at the sheer amount of pink before him.

Kairi sniffed, looking at Sora balefully. "Not from your bathroom, that's for sure. I made sure to bring my own stuff," she said and took a sip from a mug of hot cocoa in her hand. "Now what were you saying?" she asked and stepped closer, sitting on the chair beside him and peering at the screen.

"Oh, right. Well, the ship's finished scanning the world, but…"

"Yes?"

"Basically, it tells us where the major cities are located, where the Heartless activity is at its strongest and it also tells us who the dominant species is."

"And…"

"Well, take a look." Sora pushed a button and an image popped up onscreen.

"Is that… a pony?" Kairi asked after a beat of silence. Yes, it was indeed a pony. Well, it resembled one, for though it resembled the ponies Kairi was familiar with, it also differed in a number of ways. The legs looked strangely elastic and more robust than a normal pony. The creature's muzzle significantly shorter and the eyes were clearly out of proportion with its head.

"Yep. But that's not all. Look," Sora said and pressed some more buttons. Now two more images popped up. Ponies as well, looking pretty much the same as the first example but with some telling differences. The pony on the right sported a pair of wings while the one on the left had a stubby little horn atop its head.

Kairi couldn't help but giggle. "A pegasus and unicorn? And these guys are the dominant life in this world."

Sora offered a wan smile. "Apparently, but that's not all." At Kairi's inquisitive look he continued. "So apparently these guys have a nation, right over there, you see?" he pointed out the ship's window to a landmass in the northern hemisphere. "That's their kingdom and where you'll find most of them, but they aren't the only intelligent species in this world."

"Oh?" Kairi's eyes lit up in interest. Sora pushed more buttons, and a number of images popped up alongside the ponies. Minotaurs, griffons, deer, caribou, yaks, sphinxes, winged serpents, what could only be described as a seapony, dragons, strange centaur-like creatures and gargoyles, Kairi arched an eyebrow. "Is this correct?"

"According to the ship's scanners, yes. And no people in sight. Kind of like the Pride Lands."

Kairi breathed out in wonderment, her eyes alight. Worlds such as these were notoriously rare. She'd heard from Sora about his exploits in the Pride Lands, where he'd been transformed into a lion cub. One of the strangest experiences in his life, according to him, but also fun.

"And that's where we're going?"

"Yep."

"Will we turn into these… ponies or some of the other creatures?"

"Um… not likely." When Kairi looked to him, he continued. "Donald's usually the one who changes our appearance. It's not like we land in a new world and poof! We're different species. It doesn't work that way."

"Well… I can't say I'm sorry. Nothing against the ponies, but I don't think hooves are really my style."

Sora chuckled. "You can say that again. You've no idea how weird it is to use your mouth for everything you'd do with your hands."

"So are we going now?" Kairi asked eagerly.

"Almost. Just a few things we need to…" Alarms flared to life, buzzing annoyingly and bathing the control room in a sea of red. The images onscreen disappeared from sight and a holographic rendition of the world replaced it. A section within it, the landmass Sora indicated as the ponies' homeland became outlined in red. The image closed in in four increments, a swirling red circle enclosing a space near the wintry mountains to the north. It highlighted a town, or at least, the remains on one.

"Sora, what is it?"

"Heartless!" Sora replied, his fingers darting quickly on the keys in the control panel. "But something's not right."

"What do you mean?"

"Yen Sid said the Heartless had only recently appeared in this world, but the readings indicate a very large surge of them. This doesn't happen normally. It usually takes a while for this many Heartless to appear at the same time. They've grown strong way too fast. The only way this could happen is if they were being controlled."

"Controlled?"

"Yeah, and from the looks of things, the ponies were taken by surprise."

"Then we need to get down there," Kairi said.

"I'll steer the ship down. Go and get ready."

"Aye, captain," Kairi said, a smirk in her lips. "Those Heartless will never know what hit them." With that, the young redhead hurried to the elevator, disappearing beneath.

"Honestly, out of all the…" Sora muttered. "Why couldn't we get a minor infestation? With all that darkness down there the Heartless are gonna be strong." As he typed furiously in the control panel, his hand accidentally knocked down the mug of cocoa Kairi had conveniently forgot, spilling hot, sticky liquid all over the interface.

"Oh, for… Kairi!"


End file.
